Exhibit 10.16
This Agreement is made on the 29th day of September 1998
BETWEEN
(1) SIEMENS plc whose register office is at Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx,
Xxxxxxxxx, XX00 0XX (the "Seller");
(2) CTI DATA SOLUTIONS INTERNATIONAL LIMITED whose registered office is
situated at 000 Xxxxxxxx Xxxx, Xxxxxx, Xxxxxx, XX0 0XX (the "Buyer"); and
(3) CTI GROUP (HOLDINGS) INC whose registered office is situated at 000 Xxxxx
Xxxxxxx Xxxx, XX Xxx 00000, Xxxxxx Xxxxx, Xxxxxxxxxxxx 00000, Xxxxxx
Xxxxxx of America ("CTIG").
WHEREAS
A. On 2nd February 1998 the Seller and the Buyer entered into a purchase and
sale agreement (the "Sale Agreement") under which the Seller agreed to
sell to the Buyer a telecommunications call management software and
services business (the "Business").
B. The purchase price for the Business as set out in the Sale Agreement was
$2,000,000 (the "Principal Sum") the payment of which was secured under a
promissory note (the "Note") delivered by the Buyer to the Seller on 2nd
February 1998 (the "Closing Date"). The Principal Sum becomes due and payable
on 2nd February 2001 (the "Maturity Date"). Interest is payable on the
Principal Sum at the rate of 10% per annum from the Closing Date to the
Maturity Date and the Buyer has an obligation under the terms of the Note to
pay the interest quarterly in arrears.
C. Pursuant to a post closing adjustment to the purchase price the Principal
Sum was amended and increased to $2,278,000.
D. Contemporaneously with the execution and delivery of the Note CTIG
executed and delivered to the Seller a security agreement (the "Security
Agreement") and a pledge agreement (the "Pledge Agreement") and the Buyer
executed and delivered to the Seller a debenture (the "Debenture") which
documents provided a security interest in the assets of CTIG and the Buyer
respectively as a security for the payment of the Principal Sum and the
interest payable under the terms of the Note.
E. The parties hereto now wish to amend the amount payable as the Principal
Sum and the amount payable as interest thereon.
Therefore it is agreed as follows:
1. The Principal Sum as set out in the Sale Agreement, the Note, the Security
Agreement, the Pledge Agreement and the Debenture shall be amended in that
all references to the Principal Sum as being $2,278,000 (formerly
$2,000,000) shall be deleted and there shall be substituted the sum of
$1,500,000.
2. The interest due and payable on the Principal Sum (calculated on the basis
the Principal Sum is $2,278,000) amounting to $56,950 shall be paid no
later than 30th September 1998.
3. Save for the interest to be paid as referred to in clause 2 above it is
agreed that no further interest shall be payable on the Principal Sum and
the Seller hereby agrees to forever waive and release the Buyer from any
obligation to pay any further interest and all references to such
obligation in the Note, the Security Agreement, the Pledge Agreement and
the Debenture shall have no meaning or effect.
4. In consideration for the Seller's agreement to change the amount due as
the Principal Sum and to waive the interest payable as set out in clause 3
above, the Buyer hereby forever waives and releases the Seller from any
liability in respect to breach of the warranties set out in Article IV of
the Sale Agreement (including but not limited to any liability under
warranties numbered 4.5, 4.11, 4.16 and 4.27) to the extent such
warranties relate to any representation, promise or undertaking in respect
to:
4.1 the future sales revenue or performance of the Business or any
deterioration in the same for any period after the Closing Date
including, but not limited to, any deterioration in relation to sales
to Siemens GEC Communication Systems Limited; and
4.2 the state of or the costs in relation to the development of the C6 Win
software package.
5. Save as expressly set out herein all other terms and conditions of the
Sale Agreement, the Security Agreement, the Pledge Agreement, the Note and
the Debenture shall not be amended and shall remain in full force and
effect.
6. The parties shall execute any further documents and agreements as may be
necessary to give effect to the terms set out herein.
7. This Agreement to the extent it relates to the Sale Agreement, the Note
and the Debenture shall be subject to English law and to the extent it
relates to the Security Agreement or the Pledge Agreement shall be subject
to the law of the Commonwealth of Pennsylvania.
AS WITNESS the hands of the duly authorised representatives of the parties
the day and year first above written.
Signed for and on behalf of
Siemens plc by its duly authorised signatory
Signature /s/[Illegible]
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Printed Name Xxxxxxx [Illegible]
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Title Managing Director
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Signed for and on behalf of
CTI Date Solutions International Limited
by its duly authorised signatory
Signature /s/ X.X. Xxxxx
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Printed Name X.X. Xxxxx
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Title Chairman & Managing Director
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